R. Brad Martin - Aug 11, 2023 Form 4 Insider Report for Westrock Coffee Co (WEST)

Role
Director
Signature
/s/ BY: R. BRAD MARTIN
Stock symbol
WEST
Transactions as of
Aug 11, 2023
Transactions value $
$0
Form type
4
Date filed
8/30/2023, 09:48 PM
Previous filing
Apr 6, 2023
Next filing
Aug 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEST COMMON STOCK Other $0 -3.43M -53.57% $0.00 2.97M Aug 15, 2023 Direct F1, F2
transaction WEST COMMON STOCK Other $0 +96K $0.00 96K Aug 17, 2023 By RBM Venture Company F1, F3
transaction WEST COMMON STOCK Other $0 +8.76K $0.00 8.76K Aug 17, 2023 By son F1, F4
transaction WEST COMMON STOCK Other $0 +8.76K $0.00 8.76K Aug 17, 2023 By son F1, F4
transaction WEST COMMON STOCK Other $0 +8.76K $0.00 8.76K Aug 17, 2023 By son F1, F4
transaction WEST COMMON STOCK Other $0 +8.76K $0.00 8.76K Aug 17, 2023 By spouse F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WEST WARRANTS Other -5.35M -99.8% 10.7K Aug 11, 2023 Common Stock 10.7K $11.50 Direct F5
transaction WEST WARRANTS Other +1.99M 1.99M Aug 14, 2023 Common Stock 1.99M $11.50 By Martin Family Foundation F5, F6
transaction WEST WARRANTS Other +14K 14K Aug 17, 2023 Common Stock 14K $11.50 By son F5, F7
transaction WEST WARRANTS Other +14K 14K Aug 17, 2023 Common Stock 14K $11.50 By son F5, F7
transaction WEST WARRANTS Other +14K 14K Aug 17, 2023 Common Stock 14K $11.50 By son F5, F7
transaction WEST WARRANTS Other +14K 14K Aug 17, 2023 Common Stock 14K $11.50 By spouse F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents pro rata distribution from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC of the issuer's common stock, par value $0.01 per share ("Common Stock"), to members other than Mr. Martin. Mr. Martin is the managing member of all entities.
F2 Represents the 1,251,887 acquired by Mr. Martin from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC, in addition to the 1,700,000 shares of Common Stock previously owned by Mr. Martin, plus 17,127 restricted stock units ("RSUs"), which were granted pursuant to the Westrock Coffee Company 2022 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the issuer's Common Stock. 9,000 of the RSUs vested on August 29, 2023 and 8,217 will vest on August 14, 2024, subject to Mr. Martin's continued service on the board of directors of the issuer through the applicable vesting date and certain early vesting conditions.
F3 Represents the 95,995 shares of Common Stock transferred to RBM Venture Company, of which Mr. Martin owns 100%.
F4 Mr. Martin disclaims beneficial ownership of 35,023 shares of Common Stock held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F5 Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A.
F6 Represents 1,991,266 Warrants held by the Martin Family Foundation, over which Mr. Martin makes investment decisions.
F7 Mr. Martin disclaims beneficial ownership of 56,092 Warrants held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.